Business Update

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

8 November 2022

TINTRA PLC

 ("Tintra", the "Group" or the "Company")

Business Update

The board of directors of Tintra (the "Board"), the fast-growth Deep Tech business, provides an update to its business activities in the UK. 

The Company's wholly owned subsidiary, Tintra Money Limited, has submitted an application and required accompanying documentation to the UK Financial Conduct Authority ("FCA") to become an authorised electronic money institution.  This is an important next step in progressing the Group's strategy within the UK, as previously articulated in the Company's annual report. Whilst there can be no guarantee in respect of the outcome of the application to the FCA, the Company is confident of the substance of its application and would be hopeful to be approved during Q1 2023.

In anticipation of the above outcomes and as set out in the Company's announcement of 20 May 2022, any assets of the Company's legacy subsidiary in the payments sector, St Daniel House Limited ("SDH"), have been moved into either Tintra Money Limited or Tintra Payments (Mauritius) Limited, the Group's Mauritian unit, which holds a Payment Intermediary Services License from the Mauritius Financial Services Commission. 

This restructuring is timed to coincide with the finalisation of certain external liabilities of SDH as set out in the announcement of 8 December 2021 (herein the "Announcement") which continues to progress and which the Company anticipates will be fully concluded by the end of the calendar year.

The guarantees provided to SDH by Tintra Acquisitions Limited ("TAL") on certain external liabilities remain in place and as set out in the Announcement, TAL has agreed to forgive any amounts crystalised under the guarantees. As a result, it is expected that the Company's balance sheet will be strengthened by between £1.4m and £1.5m during the current financial year. 

With the above restructuring of SDH now complete, the Board is transferring ownership of SDH to PPS Asset Realisation Co Limited, the special purpose vehicle which the Group established to deal with the winding down of the activities of Prize Provision Services Limited (see the announcement of 20 May 2022) to complete the winding down of SDH, as anticipated in the announcement of 20 May 2022.  The only assets remaining in SDH are intra-Group balances.  The consideration for the transfer is £1.  SDH incurred a loss of approximately £176k in the six-months to 31 July 2022 and had net liabilities of approximately £967k at the same date.

Further, the Group is continuing to work on the separate process to apply for authorisation by the UK Prudential Regulation Authority ("PRA") as a new Bank, in which it is being assisted by a "Big 4" consultancy firm.

The Company's Fintech Services Licence issued by the Qatar Financial Centre is progressing in its set up, with hiring and internship discussions now taking place with operations intended to begin in earnest in early January.

The Company expects to complete the previously announced funding round during November 2022, under the same terms as previously announced.  This funding will enable the Group to further progress its strategy.

Richard Shearer, the Company's Chief Executive said "The structural measures announced today are an essential and perhaps final part of the transition. The upcoming closing of the current funding round confirms the strength of the Company's strategy and provides a clear runway to launch at the end of 2023. Dealing with the final aspects of the legacy issues and the ensuring the corporate structure only includes 'go-forward' companies is an essential housekeeping step before that.

Other parts of the strategy continue to move along apace, with the big headline announcements, that were happening frequently, having been replaced by build out of technology, hiring strategy execution and discussions with regulators and governments. It is in striking this balance of transformational steps forward supported by intricate consolidation that we will use Artificial Intelligence to bring Real Change™."

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